Exhibit 10.1
FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the Amendment) is dated January 31, 2014, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the Company), and each investor identified on the signature pages hereto (collectively, the Purchasers).
WHEREAS, the Company and the Purchasers entered into that certain Securities Purchase Agreement, dated as of December 16, 2013 (the SPA), pursuant to which the Company issued convertible notes, promissory notes and warrants to purchase shares of the Companys common stock to the Purchasers for an aggregate purchase price of $10,000,000;
WHEREAS, the SPA contemplated multiple closings, but Recital C thereof limited the aggregate size of the offering to $12,000,000;
WHEREAS, the Company desires to amend Recital C to increase the maximum size of the offering to $12,160,000, and the Purchasers are willing to amend the SPA to so reflect; and
WHEREAS, upon execution of the Amendment, the Company will generate a restated version of the SPA to reflect the amendment referenced herein, and all subsequent closings contemplated by the SPA will utilize such restated version.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Recital C of the SPA is hereby amended by replacing $12,000,000 in the fourth line of the recital with $12,160,000.
IN WITNESS WHEREOF, the parties have caused this First Amendment to Securities Purchase Agreement to be duly executed as of the date first indicated above.
WHEELER REAL ESTATE INVESTMENT TRUST, INC. | ||
By: | /s/ Jon S. Wheeler | |
Name: | Jon S. Wheeler | |
Title: | Chairman & Chief Executive Officer | |
Date: | February 5, 2014 | |
OPPORTUNITY PARTNERS L.P. | ||
By: | /s/ Andrew Dakos | |
Name: | Andrew Dakos | |
Title: | Manager Bulldog Investors LLC | |
Date: | February 5, 2014 | |
FULL VALUE PARTNERS L.P. | ||
By: | /s/ Andrew Dakos | |
Name: | Andrew Dakos | |
Title: | Manager Bulldog Investors LLC | |
Date: | February 5, 2014 | |
SPECIAL OPPORTUNITY FUND, INC. | ||
By: | /s/ Andrew Dakos | |
Name: | Andrew Dakos | |
Title: | Manager Bulldog Investors LLC | |
Date: | February 5, 2014 |
FULL VALUE SPECIAL SITUATIONS FUND L.P. | ||
By: | /s/ Andrew Dakos | |
Name: | Andrew Dakos | |
Title: | Manager Bulldog Investors LLC | |
Date: | February 5, 2014 | |
MCM OPPORTUNITY PARTNERS L.P. | ||
By: | /s/ Andrew Dakos | |
Name: | Andrew Dakos | |
Title: | Manager Bulldog Investors LLC | |
Date: | February 5, 2014 | |
CALAPASAS WEST PARTNERS L.P. | ||
By: | /s/ Andrew Dakos | |
Name: | Andrew Dakos | |
Title: | Manager Bulldog Investors LLC | |
Date: | February 5, 2014 | |
MERCURY PARTNERS L.P. | ||
By: | /s/ Andrew Dakos | |
Name: | Andrew Dakos | |
Title: | Manager Bulldog Investors LLC | |
Date: | February 5, 2014 |
STEADY GAIN PARTNERS L.P. | ||
By: | /s/ Andrew Dakos | |
Name: | Andrew Dakos | |
Title: | Manager Bulldog Investors LLC | |
Date: | February 5, 2014 |